Addition of New Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer and Administrative Agent, provided that the following conditions are satisfied on or before the date of such addition: (a) Master Servicer shall have given Administrative Agent and Buyer at least thirty (30) days’ prior written notice of such proposed addition and the identity of each such proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as Administrative Agent may reasonably request; (b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator is a party in any capacity; (c) each such proposed additional Originator has executed and delivered to the Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit 9 (a “Joinder Agreement”); (d) such proposed additional Originator has delivered to Buyer and Administrative Agent each of the documents with respect to such Originator described in Section 5.1 of the Receivables Purchase Agreement; (e) the Purchase Termination Date shall not have occurred; and (f) the proposed additional Originator is organized under the laws of the United Sates, any State thereof or the District of Columbia.
Appears in 3 contracts
Samples: Receivables Sale Agreement (C. H. Robinson Worldwide, Inc.), Receivables Sale Agreement (C. H. Robinson Worldwide, Inc.), Receivables Sale Agreement (C H Robinson Worldwide Inc)
Addition of New Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer Buyer, Servicer, the Majority Group Agents and the Administrative Agent, provided that the following conditions are satisfied on or before the date of such addition:
(a) Master Servicer shall have given Administrative Agent and Buyer at least thirty (30) days’ prior written notice of such proposed addition and the identity of each such proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as Administrative Agent may reasonably request;
(b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator is a party in any capacity;
(c) each such proposed additional Originator has executed and delivered to the Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit 9 (a “Joinder Agreement”);
(d) each such proposed additional Originator has delivered to Buyer and Administrative Agent each of the applicable documents with respect to such Originator described in Section 5.1 6.01 of the Receivables Purchase Loan and Security Agreement;
(e) the Purchase and Sale Termination Date shall not have occurred;
(f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing; and
(fg) the each such proposed additional Originator is organized under the laws of the United SatesStates, any State thereof or the District of Columbia.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hill-Rom Holdings, Inc.)
Addition of New Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer Buyer, Servicer, the Required Lenders and the Administrative Agent, provided provided, that the following conditions are satisfied on or before the date of such addition:
(a) Master Servicer shall have given Administrative Agent Agent, and Buyer at least thirty (30) days’ prior written notice of such proposed addition and the identity of each such proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as Administrative Agent may reasonably request;
(b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator is a party in any capacity;
(c) each such proposed additional Originator has executed and delivered to the Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit 9 (a “Joinder Agreement”);
(d) each such proposed additional Originator has delivered to Buyer and Administrative Agent each of the applicable documents with respect to such Originator described in Section 5.1 6.01 of the Receivables Purchase Loan and Security Agreement;
(e) the Purchase and Sale Termination Date shall not have occurred;
(f) no Initial Servicer Replacement Event, Event of Default, Amortization Event or Unmatured Event of Default shall have occurred and be continuing; and
(fg) the each such proposed additional Originator is organized under the laws of (i) the United Sates, States or any State state of subdivision thereof or (ii) after such time as the District Administrative Agent has satisfactorily completed tax and legal analysis of Columbiathe implications of the joinder of any Canadian Originators, United States or any state of subdivision thereof.
Appears in 1 contract
Samples: First Tier Receivables Purchase and Sale Agreement (Exela Technologies, Inc.)
Addition of New Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer Buyer, Servicer, the Required Purchasers and the Administrative Agent, provided provided, that the following conditions are satisfied on or before the date of such addition:
(a) Master Servicer shall have given Administrative Agent Agent, LC Bank and Buyer at least thirty (30) days’ prior written notice of such proposed addition and the identity of each such proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as Administrative Agent or LC Bank may reasonably request;
(b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator is a party in any capacity;
(c) each such proposed additional Originator has executed and delivered to the Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit 9 (a “Joinder Agreement”);
(d) each such proposed additional Originator has delivered to Buyer and Administrative Agent each of the applicable documents with respect to such Originator described in Section 5.1 6.01 of the Receivables Purchase Agreement;
(e) the Purchase and Sale Termination Date shall not have occurred;
(f) no Initial Servicer Replacement Event, Event of Termination, Amortization Event or Unmatured Event of Termination shall have occurred and be continuing; and
(fg) the each such proposed additional Originator is organized under the laws of the United Sates, States or any State thereof or the District state of Columbiasubdivision thereof.
Appears in 1 contract
Samples: First Tier Purchase and Sale Agreement (Exela Technologies, Inc.)